Terms & Conditions
These terms and conditions (Conditions) apply in respect of all work undertaken by Haponey LTD t/s DataProExpert.
These terms and conditions also apply to all transactions completed offline that involve products or services described online on any Company website.
Our Terms and Conditions
Please read these Terms carefully and make sure you understand them before ordering anything from our website.
We will also notify you, at the point of purchase, if there are any additional terms and conditions that may apply to any specific contract made between us.
Use of website
The definitions and interpretation set out in this condition apply to the Contract:
Contract: the agreement made between DataProExpert and the Client as set out in these Conditions;
Client: the person, firm or company referred to in the Contract who purchases Services;
Client Material: all Documents, information and materials provided by the Client relating to the Services including (without limitation), computer programs, information, materials, copy, data, reports and specifications;
Haponey Ltd t/a DataProExpert: a company incorporated in England and Wales with company number 14638871, ICO number: ZB528665 and whose trading office is at: 54 The Boxhill, Coventry, CV31ES.
Deliverables: all Documents, products, digital content and/or materials in any form, including computer programs, data, reports and specifications and delivered in relation to the Services;
Services: such company adit,UK GDPR documentation, DPO, EU/UK Representative any other services which the parties agree that DataProExpert shall provide the Client ‘
Job Cost: means the fee to be charged by DataProExpert for the Deliverables;
Document: includes, without limitation, in addition to any document in writing, any drawing, plan, diagram, design, picture or other image, proof, disk or other device or record embodying information in any form;
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
These Conditions shall prevail over any Client terms of business offered by or on behalf of the Client, or implied by law, trade custom, practice or course of dealing. The Client’s standard terms and conditions (if any) shall be deemed to be expressly rejected by DataProExpert
1.1. DataProExpert will use its reasonable care and skill in the production and supply to the Client of the Deliverables as per the Contract and any other requirements identified overleaf.
1.2. Client’s Obligations
1.2.1. The Client shall:
1.2.2. co-operate with DataProExpert in all matters relating to the Services;
1.2.3. provide to DataProExpert , in a timely manner, such Client Material and other information as DataProExpert may reasonably require and ensure that such information is accurate in all material respects;
1.2.4. ensure that all Client Material is owned by the Client, or, if not, ensure that the Client has permission from the legal owner to enable TDataProExpert to legitimately use the Client material in the provision of the Services;
1.2.5. The Client acknowledges that the late supply of Client Material may have an impact on DataProExpert ability to deliver the Services. If DataProExpert performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, DataProExpert shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay;
1.2.6. The Client shall indemnify DataProExpert , from and against, all costs, charges or losses sustained or incurred by DataProExpert arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to DataProExpert confirming such costs, charges and losses to the Client in writing;
1.2.7. The Client shall indemnify DataProExpert against all losses, costs or charges it may incur arising as a result of any action, claim or threatened claim (as applicable) that DataProExpert use of the Client Material in accordance with the Contract constitutes an infringement of the intellectual property rights of a third party.
2. Charges and Payment
2.1. The total price for the Services shall be the amount set out in the Proposal.
2.2. In either case the charges exclude the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom DataProExpert engages in connection with the Services which DataProExpert shall add to its invoices at the appropriate rate.
2.3. DataProExpert will charge the Client for all third-party costs stated in any Proposal or as otherwise agreed with the Client. DataProExpert shall be entitled to retain any rebate or discount offered by the relevant third party without passing this on to the Client, or otherwise reserves the right to charge the Client (at its absolute discretion) an uplift on the amount charged by such third-party;
2.4. Time for payment shall be of the essence of the Contract.
2.5. Without prejudice to any other right or remedy that it may have, if the Client fails to pay DataProExpert on the due date, DataProExpert may:
(a) charge interest on such sum under the Late Payment of Commercial Debts (Interest) Act 1998; from the Due Date, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand;
(b) suspend all Services until payment has been made in full.
3. Contract, Deliverables and changes
The Job Cost and any pre-set dates for supply of the Deliverables will be agreed on the basis of the Contract, any changes to it after the conclusion of the Contract, whether resulting from alterations by the Client, delay in providing DataProExpert with materials, information, instructions or authorisations, supply of faulty materials to DataProExpert by the Client, or any other circumstances beyond DataProExpert control, will be subject to extra charges for DataProExpert time and work and may involve delays in supply. The Client will pay these extra charges and reimburse DataProExpert for any third-party charges or expenses incurred by DataProExpert on the basis of the original Contract.
4. Limitation Of Liability
4.1. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
4.2 Nothing in these Conditions limits or excludes the liability of DataProExpert:
4.2.1. for death or personal injury resulting from negligence; or
4.2.2. for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by DataProExpert
4.3. DataProExpert shall not be liable for loss of business; or loss of goods; or loss of contract; or loss of use, for example, including but not limited to the Client’s website being unavailable; or loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
4.4. DataProExpert total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to an amount equal to the charges paid for the Services in the six months immediately preceding the event which gave rise to the claim.
5. Data Protection
The Client agrees to comply with its obligations as a data controller under the provisions of the UK General Data Protection Regulation and Data Protection Act 2018. The Client acknowledges and agrees DataProExpert will be a data processor for the purposes of the UK General Data Protection Regulation and Data Protection Act 2018.
6.1. DataProExpert shall have no liability to the Client under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lockouts or other industrial disputes (whether involving the workforce of DataProExpert or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
6.2. No variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties.
6.3. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise.
6.4. If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected. If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
6.5. The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
6.6. Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
6.7. The Client shall not, without the prior written consent of DataProExpert , assign, any of its rights or obligations under the Contract. DataProExpert may at any time assign, or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
6.8. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
6.9. A person who is not a party to the Contract shall not have any rights under or in connection with it either under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
6.10. Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by prepaid first-class post, recorded delivery or by commercial courier to the other party or as otherwise specified by the relevant party by notice in writing to the other party.
7. Governing law and jurisdiction
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract.
Issue date 01.01.2022 r.